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Rights; tricky terminology

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The key defining privilege for the existing shareholders in a rights issue is the opportunity to trade in the new rights issue shares when they are nil-paid, that is before having to pay for them.

Where there are no nil-paid rights to trade the issue is called an open offer but the existing shareholders still have subscription rights. Open offers are the norm in the United States. Sometimes the more helpful term entitlement offer is used.

The US and the UK also differ in a small but important variation in phraseology when it comes to these types of share issue. A US open offer might be expressed as a five for four issue, signifying that shareholders will have an entitlement of one extra share for every four already owned, so ending up with five shares. In the UK a rights issue in the same proportions would be expressed as a one for four issue of nil-paid rights. [23]

In some countries (including the UK) shareholders electing not to exercise their rights will receive a cash premium when the rights lapse. An arrangement like this is at the issuer’s discretion. European practice is for the issuer (or lead manager) to tender lapsed rights automatically with the proceeds going to the initial holder of the right. Sometimes shareholders will use the money raised from the selling on of some of the rights to pay for the take up of the remainder.

Corporate Actions - A Concise Guide

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